Our Master Services Agreement and Terms of Service:
We strive to be completely transparent with our customers. Listed below you will find our up-to date MSA and TOS.
This agreement represents the complete agreement and understanding between
WebCoUSA Enterprises (WE) and its customers and supersedes any other written or oral agreement.
In this document we try to write everything in plain English, and to do that we use terms like “we” and “you” a lot. “We,” “us,” “our,” and “the Company” means WebCoUSA Enterprises. The “You” or “Client” in this document is you, our Client.
Occasionally in this document you will see an FYI. These are helpful tips that we offer from our long experience of working with clients and seeing web projects through to completion. You will also frequently see some italicized text that designates an important point we don’t want you to miss.
There is some unavoidable legalese at various places in the document. Sorry. Our attorney required it. If you need assistance translating, just ask.
You are hiring us to complete your project according to the specific scope of work we described in the proposal of services document you will receive. The proposed cost of the project in the proposal includes only this work.
We want you to be completely satisfied with your web design project, and we understand that sometimes changes to the project will occur. If you elect to make changes to the original scope of the project, normally additional costs will be involved. FYI, making changes early in the project is often less expensive than making changes toward the end of the project.
It is our experience that a typical web site design project takes about 4-6 weeks (not including holidays). This is a rough estimate and depends on a number of factors, including the complexity of your project, our current workload, material availability, and programming issues that might arise.
We do have an active queue of work and we do not place your project in that queue until your initial payment has been received (see below). While we endeavor to start your project quickly, we will not begin your project until it reaches the front of our queue so that it can receive our full attention.
Because of our current workload, projects requiring a “Rush” will incur a 45% markup of the total project cost. This increase is necessary to cover the overtime necessary to complete your project in the timeframe you require.
FYI, in our experience, your projects can often stall as we wait on materials, feedback, or approvals we have requested from you. We understand why it happens – you have a business to run. But please understand that we do too.
While we are waiting on your response, we will normally begin to work on other projects to make efficient use of our time. IF YOU TAKE A WHILE TO RESPOND, IT’S FINE WITH US, BUT IT MIGHT BE A FEW DAYS (OR POSSIBLY A FEW WEEKS) BEFORE WE CAN GET YOUR PROJECT BACK INTO THE QUEUE. PLEASE ALSO SEE BELOW CONCERNING ABANDONED PROJECTS.
Suspended and Abandoned Projects
If work on a project is delayed more than 30 days due to the client’s inability to provide content, images, media or other items necessary for the completion of the project, the project shall be considered suspended. At that time, an invoice for the remaining balance of the project shall be sent and considered due upon receipt.
WEBCOUSA ENTERPRISES WILL ATTEMPT TO COMMUNICATE WITH THE CLIENT BY PHONE AND/OR EMAIL DURING THE 30 DAYS PRIOR TO PROJECT SUSPENSION. ONCE A PROJECT IS CONSIDERED SUSPENDED, IT IS THE SOLE RESPONSIBILITY OF THE CLIENT TO REACTIVATE THE PROJECT BY (1) SUPPLYING ALL ITEMS NECESSARY TO COMPLETE THE PROJECT AND (2) PAYING THE BALANCE OF THE PROJECT IN FULL.
After a project is considered suspended, we will not perform any additional work on the project until full payment of the project balance has been received.
If all the required materials are provided and the project balance is paid in full within 60 days of the project being considered suspended, we will complete the project according to the original scope and proposed costs.
If all the required materials are provided and the project balance is paid in full more than 60 days of the project being considered suspended, a new proposal of services shall be created to complete the remaining scope of the project. The balance paid when the project was suspended shall be considered as credit against the cost specified in this new proposal.
If all the required materials have not been provided and/or and the project balance has not been paid in full within 120 days of the project being considered suspended, the project shall be considered abandoned, and any monies paid to us for the project shall be forfeited.
Fees and Payments
In consideration of the development services to be provided hereunder the parties agree that the Company shall be paid in accordance with the Proposal of Services attached as Exhibit A, or any other such additional Proposals of Services executed by the parties pursuant to this Agreement.
Our payment terms are A) 50%, non-refundable deposit upon execution of the Proposal of Services and this Master Services Agreement, and B) 50% upon completing site revisions. In certain cases, we may request that payments be made at certain additional milestones. If milestone payments are necessary, they will be specifically detailed in a supplemental document.
The payment methods we accept are check, Square Credit Card Processing which accepts all major credit cards including MasterCard and Visa. If your project exceeds $500 and you elect to pay by credit card or a payment service like Square, a 4% surcharge will be added to your order.
Current Hourly Rate
Throughout this document, reference is made to the current hourly rate. This rate is defined as our hourly rate that is in place at the time a service is requested (not at the time this agreement is started).
Late Payment and Collections Policy
All invoices pertaining to web hosting, security, or any work on your web site are payable upon receipt. If an invoice goes unpaid for more than 15 days after the invoice was sent, WE RESERVE THE RIGHT TO SUSPEND YOUR WEB SITE FROM PUBLIC VIEW UNTIL ALL OUTSTANDING BILLS ARE CURRENT. We really hate doing this, so please pay promptly.
Amounts due and unpaid shall bear an interest at the rate of twelve percent (12%) per annum.
If your account is suspended for non-payment or any other reason, you agree to pay a $25.00 re-activation fee to (WE). Please pay promptly.
Client agrees to pay all costs of collection, including reasonable attorney’s fees, as additional sums owed under this Agreement. Client further acknowledges and agrees that if a check tendered for payment is not honored by the bank for non-sufficient funds (“NSF”), it will not be re-deposited. If the bank does not clear the check, the Client will incur a fee of $35. The Client must immediately send a certified check or money order for the amount due, including the NSF fee, to the Company to cover returned check. Postdated checks are not an acceptable form of payment.
This Agreement may be terminated immediately by either party upon written notice for any of the following:
- (a) upon five (5) days prior written notice by either party to the other party, or
- (b) if the other party defaults in the performance of any material provision of this Agreement, which default is not cured within thirty (30) days after written notice from the non-defaulting party.
IF YOU WISH TO CANCEL THE PROJECT AFTER THIS AGREEMENT HAS BEEN EXECUTED, YOUR INITIAL 50% DEPOSIT IS NON-REFUNDABLE FOR ANY REASON. PERIOD. IF YOU CANCEL THE PROJECT AT ANY POINT AFTER PHASE TWO HAS BEGUN (AS DEFINED IN “THE DESIGN PROCESS” BELOW), YOU WILL BE LIABLE FOR THE ENTIRE COST OF THE PROJECT.
Your new web site will be designed for viewing on modern screens and tested for compatibility in the following web browsers: Microsoft Internet Explorer, Mozilla Firefox, Apple Safari and Google Chrome. We test on the Windows and Mac operating systems. Unless specifically requested by the client, we do not code for web browsers or operating systems older than the current release or for those in beta testing at the time the project is begun. There will normally be additional charges for this work.
Changes After Launch
The design project covered in the proposal of services you receive from us concludes when your web site is launched. We are happy to help you with changes to your web site after this point. However, any changes or modifications that were not included in the original quote, other than fixing existing bugs, will incur our hourly rate for completion.
An “existing bug” is an error in the programming we provided that existed prior to launch and affects the operation or appearance of your web site.
Additional costs at our current hourly rate will be incurred for future support requests such as but not limited to:
- Your web site has issues after an upgrade to WordPress or any plugins or software you are using.
- You or a third party add code or a plugin to your site that affects its operation.
- You need assistance adding new plugins or features to your site that weren’t included in the original project.
- A new version of a web browser has issues displaying your web site properly.
- You or a third party make changes or alterations to any part of the site.
- Your site gets hacked or compromised and/or you lose files or data.
(This website includes up to the the listed number of Web Pages specified on the YOUR INVESTMENT portion of this agreement. In case the client desires additional standard webpage’s beyond the original number of pages specified above, the client agrees to pay (WE) an additional $95 for each additional webpage.)
The Use of Third Party Images and Photography
If you provide us with images or photography for use on your web site, securing the appropriate license to use them is your responsibility. You assume the full risk of liability for the use of those images. If you are in doubt of the licensing status of an image, contact the original artist before providing it for us to use in your design project.
You agree not to include any images on your web site (like those found on Google’s image search) without securing approval from the copyright holder for the image or determining that the image is in the public domain.
Certain media companies employ software that combs the Internet for web sites using their images without a license. Many small businesses have received demand letters for thousands of dollars because they used a single copyrighted image, even innocently, on their web sites. This is a common occurrence. Search for “Getty Images letter” and find hundreds of horror stories from small businesses.
An investment in professional photography can make a significant difference in the visual impact your web site has on a visitor. We work with several photographers at varying price points should you desire this service.
If you do not have professional photography and do not desire to employ a photographer, we often utilize royalty-free images obtained from stock photo web sites. The cost for licensing this stock photography is not included in the proposal and is billable on the final project invoice. We will ask for your approval before purchasing any stock photography. It’s usually very reasonably priced.
Copyright & Trademarks
The client represents to (WE) and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to (WE) for inclusion in WebPages are owned by the client, or that the client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend (WE) and its subcontractors from any claim or suit arising from the use of such elements furnished by the client.
Intellectual Property (Who Owns What)
Your new web site will be build using the WordPress content management system. WordPress and its associated software are “open source,” distributed under the GNU General Public License. We use WordPress to power your web site, but neither of us “own” WordPress or the third-party plugins used to add features to your web site.
When you hire us to build your web site, you are not purchasing WordPress, you are retaining our services to create a customized web site using the WordPress system.
The web site design we create for you is licensed by us to you for one domain only (www.yourname.com). It may not be redistributed, resold, or modified for another domain in any way. If you would like to use your site or theme on additional domain(s), please let us know and we will provide a quote for additional licensing. We’re easy to work with on this and the cost is typically minimal.
Any custom graphics, images, or photography we develop belongs to you as it is displayed on your web site. If you require high-resolution versions of any images or photographs we develop (for use in print, advertising, merchandise, etc.), additional licensing may be required. And again, we’re easy to work with on this.
When we utilize images or other content that are licensed for use on your web site by a third party, that party retains ownership of the content in question according to the terms of their own license agreements. For example, if we use a stock photo on your site, you typically pay for the license to use the photo on your site but you do not own that photo. If you have questions about licensing issues like this, just ask.
During the process of creating your web site, we will create various types of code, functionality, and processes. While this work is used on your web site, we retain ownership of these as our intellectual property and reserve the right to use them on future web sites as well. We also reserve the right to use any part of any theme we develop for in future projects.
The re-use of code and visual elements helps us serve our future clients better just as your web site will benefit from things we have learned and developed in our previous projects.
Marketing and Attribution Link
We reserve the right to use your project as an example in our promotional material and case studies. At the end of your project, we may ask you for a quote describing your experience working with us. We may also ask you to be a reference should any future clients desire to speak with people we’ve worked with in the past. Finally, we will place a small text link (called an attribution link) in the footer of your web site that states something like “Hosted and/or Designed By WebCoUSA.com” which will contain a link back to WebCoUSA.com.
Plugin Licenses and Updates
One of the great strengths of WordPress is its immense ecosystem of third-party add-on software called plugins. Many of the plugins we use are free. However, we often use premium WordPress plugins that require an annual licensing fee for ongoing updates and support.
- Plugins used on your web site are provided at their current software version.
- WE CANNOT GUARANTEE UPDATES OR SECURITY PATCHES FOR ANY PREMIUM PLUGINS USED ON YOUR SITE IF YOU OPT NOT PARTICIPATE IN OUR PEACE OF MIND SERVICE OR HIRE US WITH AN ONGOING RETAINER OF SERVICES.
Web Site Security
We employ basic WordPress security techniques when building your web site. However, studies have shown that the most common way that hackers gain access to your web site is through keylogging programs installed on the infected computers of users.
You agree to protect any computer that will log into the website by: installing and maintaining updated security software, using the most up-to-date version of your preferred web browser, keeping the operating system patched with recommended updates, and keeping versions of Flash and Java up to date if they are installed.
If your web site falls victim to hackers, we are happy to help you recover. However, the process is quite time consuming and can become very expensive. We strongly recommend our Peace of Mind Service (detailed below) to protect your web site. Please ask us to explain the importance and benefits of this service for your web site.
Web Site Hosting Service
Pricing in our proposal assumes web hosting on our private server. Our server is optimized for WordPress and our workflow. Since using other servers usually requires a change in our workflow (and makes the project take longer as a result), there will usually be a surcharge added to your proposal. By using our Hosting Service you agree to abide by our Hosting Terms & Conditions which is listed below:
- Hosting accounts cannot be transferred or used by anyone other than the subscriber and authorized account sub-users. Customers may not sell, lease, rent or assign the connection or parts of the connection to any party.
- Services provided to the customer by (WE) may only be used for lawful purposes. Publication of any information or data in violation of any regulation or law is prohibited. This includes material protected by copyright, trade secret or any other statute, threatening material or obscene material. (WE) reserves the right to remove all materials which infringe on these violations. Such materials may be removed immediately upon receiving a complaint or notice of infringement. (WE) reserves the right to cancel any service without prior notice.
- Transferring your domain or hosting package to another service provider does not constitute canceling your account with (WE). You must notify (WE) to formally cancel your account to avoid further charges.
- Should you opt to select your own host, we recommend WordPress hosting with cPanel access. Please ask us for a recommendation.
IF YOU ELECT NOT TO HOST ON OUR SERVER, WE CANNOT BE RESPONSIBLE FOR THE SPEED OF YOUR SITE, THE PERFORMANCE OF ANY OF YOUR SITE FEATURES, OR THE UPTIME OF YOUR SITE. FIXING ANY PROBLEMS RELATED TO WEB HOSTING WILL BE CONSIDERED BILLABLE AT OUR CURRENTLY HOURLY RATE.
Web Site Updates and Backups
WordPress is a robust system as long as it is kept up to date with the latest software patches and backed up on a regular basis. We offer a Peace of Mind Service in which we proactively backup and update your web site. Backups are made daily, and updates occur weekly. IF YOU ELECT NOT TO PURCHASE OUR PEACE OF MIND SERVICE, THE TOTAL RESPONSIBILITY FOR PERFORMING BACKUPS AND KEEPING WORDPRESS AND ITS PLUGINS UPDATED IS YOURS.
Peace of Mind Service
Our Peace of Mind Service combines Hosting on our private server with web site backups and software updates. With Peace of Mind, your web site’s files and database will be backed up automatically each day your web site has activity (if your web site does not have activity, there is no need for a backup to occur). This backup is stored in our cloud data vault where we retain the previous backups for your site.
Should your site become compromised by a hack or if your site becomes inoperable because of user error, we will restore a backup for you. If the restorations are the result of a hack, there is no limit to the number of restorations we will perform for you under this service. If the restorations are due to user error, we will perform a maximum of 2 restorations in any 30-day period. Additional user error-related restorations will be performed at our current hourly rate with a one-hour minimum.
Peace of Mind Service also includes weekly updates of the WordPress core software, your theme files, and your plugin files. We perform updates on your site once per week for the items that appear in the “Updates” area of your WordPress dashboard. If you hired us to build your site and we implemented premium plugins that require an annual paid subscription to receive updates, we will maintain the appropriate licenses for you as long as they are paid up-to date. If we did not build your site and it includes premium plugins such as these, the responsibility is yours for maintaining the appropriate licensing to insure the availability of updates. We cannot be held liable for problems such as but not limited to hacks, inoperability or intercompatibility that arise from premium plugins which you choose not to license and are out of date.
As part of the Peace of Mind Service, we will also take action at no cost when an update to a plugin creates conflicts or causes issues with the functionality of your web site. The actions we take typically involve the removal of the offending plugin and replacement with a similar plugin or other programming. Should such an issue occur, we will consult with you to determine the best course of action.
IT IS YOUR RESPONSIBILITY TO INFORM US IF YOUR SITE IS EXPERIENCING PROBLEMS AND NEEDS ATTENTION.
Payment for Hosting and Peace of Mind Services
Hosting services are purchased on an annual basis. Our Peace of Mind services are purchased on an monthly and annual agreement. For each of these services, payment is due on the first day of the current term.
Cancellation of Hosting and Peace of Mind Services
You may cancel our services with a 30-day notice. WebCoUSA Enterprises does not offer refunds on Hosting or Peace of Mind services.
IF YOU ELECT TO DISCONTINUE OUR SERVICES, THE TOTAL RESPONSIBILITY IS YOURS FOR PERFORMING BACKUPS AND KEEPING ALL COMPONENTS OF YOUR WEBSITE BACKED UP, SECURED, AND UPDATED.
If you desire to migrate your website to another web host. We will at your discretion (1) provide you with an administrator login for your WordPress site so a backup can be performed and migrated to the new location, (2) provide a backup to you created using an industry standard WordPress backup system at a cost of $95, or (3) perform the website migration for you at our current hourly rate.
FOR SECURITY REASONS, WE DO NOT PROVIDE FTP OR CONTROL PANEL ACCESS TO OUR CLIENTS OR THIRD PARTIES.
Third Party Services
From time to time, our clients might employ the services of a third party that involves modifications on the your website. WEBCOUSA ENTERPRISES CANNOT BE RESPONSIBLE FOR THE WORK OF A THIRD PARTY. Should our services be necessary due to any work performed by a third party, these services are billable at our current hourly rate.
Occasionally, your website will send email when certain events occur such as the completion of a contact form, sale of a product, update/reset of a user’s password, etc. These emails that are automatically generated by the WordPress system are often flagged as spam (or not delivered at all) by email providers like Google/Gmail, Microsoft, Yahoo and others.
Since we can only control the sending and not the receiving of email, it is the client’s responsibility to regularly check spam folders and website form and order interfaces for any notifications that were not delivered to the client’s inbox.
SINCE WE CAN ONLY CONTROL THE SENDING OF EMAIL AND NOT ITS RECEPTION, WebCoUSA Enterprises CANNOT BE HELD RESPONSIBLE FOR ANY EMAILS THAT WERE NOT DELIVERED TO THE CLIENT FOR ANY REASON.
Disclosure to Law Enforcement
We may disclose information about our clients to law enforcement agencies without further consent or notification to the client upon lawful request from such agencies. We will cooperate fully with law enforcement agencies.
Registering a domain name for your web site and paying the fee for it annually is your responsibility. We will assist in the process of registration and connecting your name to the web site if you desire. You can purchase your domain name for multiple years, or renew it annually at your discretion. Just be sure that the credit card the domain registrar has on file for you is current.
WE ARE NOT RESPONSIBLE FOR SUSPENSION OR LOSS OF DOMAIN NAMES BECAUSE YOUR CARD COULD NOT BE BILLED. Any time spent reestablishing your site after domain expires is billable at our current hourly rate. And FYI, this can be complicated to deal with. Domain registration fees are not refundable.
The Client agrees to indemnify and hold harmless WebCoUSA Enterprises, its subsidiaries, contractors, employees and affiliates and each of their respective directors, officers, employees, shareholders and agents (each an “Indemnified Party”) against any losses, claims, damages, liabilities, penalties, actions, proceedings, judgments, or any and all costs thereof (collectively, “Losses”) to which an Indemnified Party may become subject and which Losses arise out of, or relate to the Agreement, Client’s use of the Services, breach of any confidentiality obligation or any alleged infringement of any trademark, copyright, patent or other intellectual property right and will reimburse an Indemnified Party for all legal and other expenses, including reasonable attorneys’ fees incurred by such Indemnified Party, in connection with investigating, defending, or settling any Loss, whether or not in connection with pending or threatened litigation in which such Indemnified Party is a party.
Choice of Law and Forum
This Agreement, and any related Statements of Work, shall be construed in accordance with, and governed by, the laws of the State of Tennessee without regards to Conflict of Law principles. In the event of any dispute or disagreement with respect to the meaning, effect or interpretation of this Agreement or in the event of a claimed breach of this Agreement, the parties hereto agree that such dispute shall be determined by arbitration conducted by the American Arbitration Association pursuant to its commercial arbitration rules. The arbitration shall be conducted in Washington County, Tennessee, unless both parties agree in writing to a different location. The arbitration award is enforceable as a judgment of any court having proper jurisdiction.
Refusal or Discontinuation of Service
We reserve the right to refuse, restrict or terminate service to any client for any reason.
Disclaimer of Warranty
WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT SERVER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL.
THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON- INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
Limitation of Damages or Liability
IN NO EVENT WILL THE COLLECTIVE LIABILITY OF THE COMPANY, ITS AFFILIATES AND ITS LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS AND DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, FOR HARM CAUSED BY OR RELATED TO THE CUSTOMER’S SERVICES OR INABILITY TO UTILIZE THE SERVICES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.
THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
NOTHWITHSTANDING ANYTHING ELSE IN THIS MASTER SERVICES AGREEMENT, THE MAXIMUM AGGREGATE LIABILITY OF WEBCOUSA ENTERPRISES AND ANY OF ITS EMPLOYEES, AGENTS, CONTRACTORS OR AFFILIATES, UNDER ANY THEORY OF LAW SHOULD NOT EXCEED THE AMOUNT OF FEES IT HAS COLLECTED ON THE CUSTOMER’S ACCOUNT IN THE LAST SIX MONTHS.
No part of this Agreement will be affected if any other part of it is held unenforceable or invalid.
The headings in this Agreement are inserted for convenience only and are not a part of this Agreement.
This Agreement, and any Proposals of Service, constitute the entire agreement and understanding of the parties with respect to the transactions contemplated hereby and supersedes any and all prior agreements and understandings relating to the subject matter hereof. This Agreement may not be waived, assigned, extended, amended, supplemented or modified orally, but only by a written instrument signed by the party against whom enforcement of any such waiver, assignment, extension, amendment, supplement or modification is sought.
This Agreement may not be changed or modified except in writing signed by the parties.
The parties acknowledge and agree that they have read, understood and have actively negotiated the terms of this Agreement, participated in its drafting and have been represented by legal counsel. Therefore, this Agreement shall not be deemed to be the product of either party and shall not be enforced or interpreted any more stringently or strictly against either party.
Our Company reserves the right to assign subcontractors to this project to ensure the right fit for the project as well as on-time completion.
Laws Affecting Electronic Commerce
From time to time governments enact laws and levy taxes and tariffs affecting Internet electronic commerce. The client agrees that the client is solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend us and our subcontractors from any claim, suit, penalty, tax, or tariff arising from the client’s exercise of Internet electronic commerce.
If you do not agree to our conditions, please notify our office immediately to initiate suspension of your account. Use of your account or services shall constitute your approval.